Shin Spiderman
by Neon Genesis Guyver III
Summary: An alien Princess flees the clutches of an intergalactic Dr. Doom. Only a new Spider-man can defend her from the forces of Doom and his Sinster Six Generals. Reimagining of Toei's Spider-man with more comic-related elements.


_SHIN SUPAIDAAMAN_

_**真 **_**スパイダーマン**

**Disclaimer: I no own Spider-man. Marvel owns him. And all the Japanese stuff belongs to Toei.**

Chapter 1

Uuchu no Hime! The Terrible Doom Army!

In orbit around the Earth, a dark vessel hovers in that ominous way all dark space vessels hover. It is constructed of a dark-grey metal and shaped like a castle, surrounded by a ring of stone rubble. Inside a dark chamber that all such vessels have, there is a large ornate metal throne under the sole light. On the throne sits a dark figure in a violet cloak. On his face was a metal mask with demonic features, horns, fangs and the like. (But really, what other kind of person could be sitting there?)

The figure stood, the cloak falling back across his shoulder displaying dark metal armor covering the whole of his body. His metal boots sounded against the stone floor as he moved forward.

He raised a metal hand, claws flailed out in the air. "To me now, my _Fukitsu Roku Dai-Shogun-tachi!_" (Sinister Six Great Generals) He called out in a deep metallic voice.

The ground shook to the sounds of powerful thuds as a massive beast walked into the light. It was a hulking creature with grey skin, huge muscles, fanged teeth, black eyes and a long white horn growing from its forehead. _**"Kaibutsu-no-Shogun: Raino desu!" **_(Monster General Raino) It shouted in a deep growling voice.

A second figure walked into the light. The figure appeared to be a middle-aged man with a lanky build. He had a brown bowl-cut hairstyle and black goggles. From his back extended metal tendrils tipped by three sharp-pointed claws. He waved his arms out in a wavy manner mimicking the movements of the tendrils. "Kagaku-no-Shogun: Docutaa Ocutopusu yaki!" (Science General Doctor Octopus) he said in a high, airy voice.

A third came forward. This figure looked like a muscular man in his thirties, with white streaks in his spiky black hair. His clothes consisted of black pants, fur-lined leather boots and an open vest with a fur collar and the image of a roaring lion's head emblazed on the front. "Yajuu-no-Shogun: Kureban Za Hanta!" (Beast General Kraven the Hunter) He said in a deep, masculine tone, his arms crossed over his chest.

Surprisingly, the fourth figure was an exact double of the metal faced man who called them. He walked into the light with the same menacing pace. In an identical voice, he called, _"Kanchou-no-Shogun…" _Then he did a spinning leap in the air and in an instant changed his form. He became a figure garbed in a blue jumpsuit with a featureless white face. "…KAMELEON desu! He-he-he-he-he!" (Spy General Chameleon) He called in a high jovial voice, giggling at himself. No one else felt obliged to join in.

The fifth appeared in a cloud of smoke. A violet cloak was draped over his shoulders, fastened by eye-shaped clips. The figures body was green with golden gloves and boots. Atop his torso was a large eye acting as the head. _"Majutsu-no-Shogun: Mysutiriou!"_ (Black-Magic General Mysterio) It said in a garbled and inhuman voice.

The final figure dropped from above. His body was covered in an emerald-greem metal. The helmet had a red visor shaped like a bird's beak. From his arms extended several metal blades that formed into wings. "Haiyai-no-Shogun: Volucha-da!" (Rapid General Volture) He said in a light, youthful tone.

"My Six Generals!" the dark lord stereotype in the center of the room declared. "I, Doom-Hakase, have discovered the key to ultimate power! At long last, after ages of searching, I have found a way to open the Great Gate and call forth the power that will deliver the universe unto us!"

The six warriors shouted enthusiastically.

"Once we obtain the key," he continued, "no force in the galaxy will be able to stand in our way. Planets will bow before us! Empires will bow at our feet! Even the gods will…"

"Doomu-sama!"

Everyone turned to the source of the shrill feminine voice. Into the chamber rushed a young woman. She had white flowing hair that reached down her back, with a pair of fuzzy cat-ears sticking out the top of her head. She wore a black bodysuit with a white-furred neck-line. The suit gratuitously showed off her impressive curves. (Why? Because I say so.) She carried a black kettle and a gold chalice.

Kraven growled as he realized who had entered the room. His growl was akin to that of a fierce lion as he watched her bound in. "Black!" He said in a hushed and stressed-out tone.

The cat-girl ran up to Doom, catching her breath. "Doom-sama," she said with a chipper tone. "I'm sorry I'm so late. I brought your tea for you." She held out the kettle to demonstrate.

The others sighed in frustration. Doom held out a metal claw. With a smile on her lips, Black placed the cup there and gently poured the tea. She ran over to Kraven as Doom sipped the tea.

"So, Onii-chan," she said to Kraven. "Did I miss anything?" She then looked at the other Generals, who all seemed to purposefully be avoiding looking at her. "Why is everyone so quiet?" she whispered.

"You interrupted the master's malevolent rant," Kraven replied angrily.

Black's eyes went wide with fear as she covered her mouth in shock. Her ears shot up and shuddered as Doom-Hakase walked up to the cat-girl.

He took one last drink from his glass before speaking, "The tea is quiet exquisite. That is why this…" He crushed the chalice in his claw, "…is not your neck!"

"Eeep!" she squeaked as the metal cup fell from his hand and clattered across the floor. She quickly bowed her head submissively. "Gomen-nasai, Doom-sama! Gomen-nasai!"

Doom lifted her chin with his clawed finger. "You will fetch me a new cup. And if you know what is good for you, I will not hear you make a sound. Is that clear, Black?"

She nodded her head and squeeked an "Mmhmm."

Black slinked out, her head bowed. Kraven watched her retreat and growled angrily. "Pathetic!"

Doom returned to his place. "Since that annoyance has thrown off my train of thought, let us cut to the chase. The key to our victory is currently on the third planet of this system. The natives call it 'Earth'. The key may only be here a short time so this is our best time to strike. Doctor Octopus!"

"Hai, Doom-sama!" the strange scientist replied.

"Take a Raino-clone and find the key. Seek out the keeper of the key and bring her to me."

Above them appeared the holographic image of a young woman, looking to be in her mid-teens. Her long gold-brown hair flowed behind her. From her neck hung a small marble pendent. The pendent is marked with a web-like pattern.

* * *

><p>(A pop stylized remix of the theme of the Japanese Spiderman series begins playing and the opening sequence begins.)<p>

* * *

><p>After the opening, we find ourselves in a city on Earth. Takuyama Shiro is riding his bike down the streets of the suburbs on his way home. He was a thin young man who was slightly short for his age. His hair was black and slightly spiky around the edges. He wore a pair of thin-rimmed glasses over his brown eyes. He peddled hard down the road before stopping in front of a store, Takuyama's Sports. He locked his bike to a bike rack and walked in.<p>

Inside there were a few customers looking at sports equipment. He walked up to the counter where his uncle, Takuyama Junichiro, was working.

"Uncle!" Taku announced as he approached the desk.

"Ah, Shiro-kun," his uncle replied. "How was school?"

"Okay, I guess," Taku said. In truth school was rarely interesting. People at school usually left him alone, save for one boy, Kaido who tended to bully him for his studiousness. Kaido was more sporty and was a larger kid who hated to study and had pestered Taku for years about it. However, Taku never really felt comfortable mentioning this, since he didn't think he could really do anything about it.

"Shiro," his uncle said. "I'll be working late tonight on inventory, tell your aunt will you?"

"Sure uncle," Shiro responded. "Anything else?"

"Maybe stop and grab some rice cakes for dinner?"

Taku chuckled, knowing that his uncle really liked rice cakes. "No problem. See you at home."

Taku exited the store and uncoupled his bike, mounting it and continuing down the road.

Taku had lived with his father's elder brother and his wife Mai for several years. His parents had been lost in a car crash when he was ten, leaving him in the care of his relatives. He loved his aunt and uncle, but still missed his parents and was thinking on this as he rode down a hill. He was therefore unable to slow down when he saw someone come around the corner and into his path. He gripped both breaks instinctively to stop, the rubber stops skidding against the tires without gaining friction. He shut his eyes in anticipation of the impact. He was therefore shocked to feel himself lifted into the air and seemingly stopping there.

Opining his eyes, he saw that the person he was about to hit was now gripping his handlebar and front tire and holding him, bike and all, over her head. The person was a young woman. She had long brown hair that flowed down her back. She wore a log red dress with a black web pattern. Her eyes were covered by a red mask with white lenses that partially obscured her eyes. She gently let him down without much effort and, before he could properly react, got on behind him.

"Drive!" She ordered.

"W-what?"

"Don't argue! Just drive this vehicle!"

He was going to continue arguing when more figures came around the corner. They were grey skinned creatures with large black pores placed randomly around their bodies. They all emitted a high-pitched screeching sound, which was slightly baffling since none of them had visible mouths.

Taku was visibly panicked at the sight of these horrid beasts and quickly turned to peddle down the other road. Taku peddled frantically, trying to avoid crashing into passerbyes while also aware that the strange horde of a dozen or so creatures was right behind him. He was also fairly aware that a girl, a fairly attractive one at that, was sitting right behind him on a bike seat only barely long enough to accommodate them both. He pondered why this gorgeous red garbed maiden was being pursued by such horrors. He'd considered briefly during the chase that this may have been a shooting for a TV show and he had accidentally been caught up in it. But the horrid appearance of the creatures, as well as the unusual demonstration of strength by a girl who did not appear significantly muscular cast doubt on his theory.

As he peddled on, the girl called out "Turn left here!"

"Here" was at the corner of a wooden fence leading into a construction site. Taku turned. The creatures turned the corner to follow, but were all shocked to find that their quarry had simply vanished. They looked about with the tiny-nearly imperceptible eyes on their faces. They then disbursed around the area, to seek their prey.

Meanwhile, Taku and the girl were sitting on the opposite side of the fence. The girl had a hand clamped down on Taku's mouth while holding the bike in her other hand to keep it from falling. Taku was still unsure how they got here. It was as though the girl had claimed the sheer fence wall with her bare hands and pulled them all over. In her mind, she could see the outlines of the creatures across a void of black, the environment formed by a web-like net that outlined everything around them. She could see the creatures leaving the immediate area. She let go of Taku, who immediately got up and stared at her.

"What the hell was all that?" he exclaimed.

"Don't worry about it," the gril replied simply as she stood she fixed her hair and straightened her skirt. "Just forget it all." She then began to walk off.

"Hold it!" Taku shouted, causing her to pause. "Who are you? And what the hell were those things?"

"I told you," she continued, "it's not important. Just go home human."

"Human?" Taku muttered in confusion. Seeing her move again, Taku ran up to her, only to find a high-heeled red boot pointed at his face.

"I will not say it again!" she said in a commanding tone. "Do-not-follow-me."

Taku stood still as the girl lowered her leg and began to walk away again. She didn't get far before rapidly turning and pulling Taku into the incomplete structure and took cover behind a girder. One of the creatures moved about the construction site, deciding they may have gotten in there. It stumbled about the ground floor, trying to find them. It finally found its way to the girder they had been behind. As it checked the place, it found no-one hiding there. It stumbled about a bit more, its limited mind slowly losing interest in the search and rejoining the others. It never noticed the line of fine silk thread that hung from a rafter above it.

The girl pulled up the thread over the rafters edge to keep the creature from seeing it. Taku stared in shock at her as he thought on what she had just done. First, she had fired a string of silk-like material from her wrist. Then she grabbed him and used the string to swing them into the rafters high above and away from the monster's notice.

"What are you?" he asked. "And don't give me any of that 'none of my concern' crap because I am too weirded out by all this to accept that."

"_You'll have to tell him,"_ said a voice that sounded like that of an old man.

"But…" the girl began to reply.

Taku looked around for a source but saw no-one.

"_These humans are a curious lot. Suspicious too. But if he knows the truth, mayhaps he can help us in our escape with clearer mind."_

The girl nodded. "You're right Jiji." She turned to Taku. "What I tell you must remain to yourself, do you understand?"

Taku nodded, feeling her seriousness.

The girl sighed and continued. "I am Princess Garianna, and I am an alien."

* * *

><p>Doctor Octopus towered over the city streets, walking on his metal tendrils and fiddling with a gadget in his hands. The device was some manner of radar, but the screen continued to act glitchy. Around him, the Biodrones, mindless beasts of his own creation, terrorized the people of the city in their hunt for the Princess.<p>

"Blasted gizmo-yaki," he said in frustration. "If you could work I could track the girl through the signal of her own internal radar-ika. How goes the search-yaki?"

The Biodrones all cried out meaningless sounds at once. Octopus interpreted that to mean failure. He then heard a siren sound. He turned to see a group of police cars approaching. A crooked grin stretched across his face.

The police got out of their cars and pointed guns at the alien hoard. One pulled out a megaphone and said. "Alright! Everyone freeze! I don't know what you people are doing here, but you're disturbing the piece! Cease and desist all activities and place your hands above your heads!"

Octopus adjusted a dial on his goggles. The lenses converted into scanners and fed him intimate details about the nature of the guns. His smile widened and he began to laugh. "Ah, how cute-ika. The little humans are threatening us with projectile weapons. How amusingly primitive-yaki."

"We won't ask again! Stand down!"

Octopus laughed out loud. He then pointed to the crowd of police and shouted, "Rhino-Clone-Dai-Ichi-Go! Attack!"

Suddenly, a large grey beast emerged from the crowd of Biodrones. It resembled Rhino in form, save for the two side-by-side horns on its snout. It growled and snorted before charging at the police.

* * *

><p>"My home planet, Arak, was invaded by the Latvarian armada a year ago. My people were overpowered by their force. The Latvarian Emporer, Doom-hakasei, wanted an artifact that was guarded by the Arak Royal family. While my Father, the King, lead his army into battle, I was placed in the care of a Sage and set away in a spaceship for my own protection. But the Emperor thinks I have the artifact and has chased me across the stars, seeking it. I had to make a temporary landing on Earth so that my ship could recharge itself, but now I am cornered here by Doom's Legions. I have to return to my ship and try to escape, but it is outside of town. If you can help me, I will be forever in your debt."<p>

Taku soaked in everything that he had heard. Normally, hearing such a thing would make him think the speaker was insane. However, given the circumstances, he was forced to conceed the truth here. What he needed to decide was whether or not to help the girl. He was not really the heroic type. He was a geeky bookworm without any athletic skill or great strength. Yet, looking at her, he felt that he couldn't refuse, despite all common sense. He walked up to her and extended his hand.

"I'm Takuyama Shiro," he said. "People call me Taku."

She understood his intent and took his hand with a small smile on her face. "Thank you Taku."

"_Indeed, Taku-kun, thank-you."_ said the mysterious voice. Then, a gigantic spider crawled up the Princess' shoulder.

Taku freaked out as he saw the large spider crawl up her arm. "W-what is that? Did that spider just talk?"

"Don't be fooled by appearances boy," said the spider, pointing at him with one leg. "I am no earthly spider. I am the Sage of Arak, master of mystic wisdom and the protector of her royal highness, Princess Garianna."

"Your guardian is a giant spider?" Taku asked skeptically.

"It's complicated," Garianna replied. "Jiji has been with me forever. If he trusts you then I do too."

"Good to know," Taku said. "Pleasure to meet you sir."

The spider nodded as much as he could with his body.

There was an explosion. They turned to see a car being tossed into the air only a few blocks from the building.

"It's one of the big monsters," said Garianna.

"They're very close now." Sage said. "Taku-kun. Use your vehicle to get us to our vessel. Once we leave your people will be safe."

"Right!" Taku said.

* * *

><p>Octopus hit the device, this time causing the screen to focus. "Bingo-ika!"<p>

The Clone drove his fist into the hood of the police car before it as Octopus lowered beside it. "Clone! Follow me-ika! I have a lock-yaki!"

He and the clone then headed down the road, followed by the Biodrones.

* * *

><p>Taku peddled hard as he followed the sage's instructions on how to reach the road to their ship. As he did, he couldn't help slightly enjoying the feeling of the Princess holding on to him. Their previous ride she had braced herself on his shoulders and maintained as much distance as she could on the small seat. Now she held him by the waist, her body pressed lightly against him. Taku had noticed how well endowed the princess was earlier on, and said endowment was now pushing against his back. Safe to say, this was the closest thing to being with a girl, in any sense, that Taku had ever been.<p>

The elation didn't last long. Before they even got close to city limits, the creatures surrounded them. Taku stopped as an army of Drones surrounded his bike. He and the Princess got off as Octopus descended towards them. He bowed in mock reverence to the Princess.

"I am Kagaku-no-Shogun Doctor Octopus," he said. "And it is a great honor to finally meet you, your Highness." He stood and extended a hand. "Now, if you give me the key, I will spare your life. Otherwise, my Drones will take it from you by force."

Taku looked about at the army of monsters surrounding them. He was afraid. More afraid than anything. Kaidou had nothing on these things.

"I don't have the artifact!" she exclaimed. "I've never had it. You people have destroyed my home and tormented me for a year. Leave me in piece."

Doctor Octopus shook his head. "I'm afraid I don't believe you. Since you won't cooperate, Biodrones! Attack!"

The monsters came at them. Gariaana proved an avid fighter. Her innate sense of presence allowed her to keep tabs on all of her opponents and handle them in tern. Taku was not as able, but the Sage leaped on his shoulder, spitting out glots of silk to blind the beasts, clearing a way for Taku out of the fray.

It became clear to Octopus that his Drones needed improved combat programming as the young Arak-seijin held her own against them. Taku watched from the sidewalk, the drones ignoring him there, as the red-garbed beauty punched and kicked with a natural grace he had never seen before.

The Rhino-clone then walked into the fray. It's bulk knocked aside drones easily as it aimed its deadly twin horns at the Princess.

"Hime-san!" Sage shouted in fear.

"Garianna-san!" Taku exclaimed.

She saw it coming long before. She tried to leap away, but the Drones held her in place. She winced as the horns bared down on her.

The sound of rending flesh reached her ears. It wasn't her flesh however. She opened her eyes. Taku was impaled on the monster's horn, blood flowing from his stomach. The beast bucked, tossing the boy in the air, causing him to land roughly on the cement.

"Taku-kun!" Garianna exclaimed. She broke free and rushed to the boy's side. She cradled his head, his breathing shallow. "Taku-kun, why?"

He smiled weakly. "Guess… this is what I get… trying to impress a girl." He coughed up blood and groaned weakly.

Octopus laughed maniacally. "These humans are so hilarious-ika!" he exclaimed. "So possessed of foolish thoughts. Dying to appease his mating instinct. The thought fills me with such amusement-yaki!"

Garianna glared angrily at the monster as tears began rolling down her face.

Octopus smiled wider at this. "Now, Hime-san, if you don't want to meet the same fate, I suggest surrendering to us now."

Garianna looked down on the face of the boy dying in her arms. Sage leaped onto his chest, saying, "Hime-san, the Spider-Brace!"

Garianna looked at him in surprise. "Are you sure? It hasn't worked in almost forty years."

"The last to wear the brace was of this world," he replied. "I believe our meeting was destiny. He may be the next chosen. Trust me, my dear."

The girl pulled a spider-like armlet from a hidden pocket. She looked at the silver metal and blue gems. Then she looked at the barely conscious Taku. "Taku, this brace contains the power of Arak's greatest warrior. It will heal you, and give you powers like mine, only greater. But, you will be bound to protect me forever. If I leave earth, you will too. Can you accept this burden, Takuyama Shiro?"

Taku nodded without hesitance.

Garianna slowly moved to place the armlet on him. In a soft voice she whispered, "Tatakae, Spider-man!" She placed it on him.

A great glow enveloped the boy as the device locked onto him. Octopus and his mionions covered their eyes in shock.

"What the…yaki!" Octopus exclaimed.

The wound on Taku's stomach instantly healed as he was raised to his feet. As the glow died down, he looked up. His glasses had fallen off at some point, leaving a much sharper looking pair of eyes staring at Octopus. He formed a devil's horns hand sign with his left hand, bringing it to his chest. _"Supaidaa…"_ he reared up his left arm, then thrust it forward, _"…Henshin!"_

A web-shapped curtain of energy shot from the brace and separated Taku from the legion. The drones approached but couldn't penetrate it. Taku's fist flew through the field, punching a drone on the other side. When returned, his arm was covered in a strange red material covered in a web-pattern. He smiled at this and followed with another punch with his other hand. Then a roundhouse kick, giving him a red boot and blue material up to where the field ended. Finally he jumped through and delivered a left cross to a final drone.

The field vanished. Taku was now covered in a red and blue bodysuit. The red segments were covered in a silver web-pattern. His face was covered in a mask with two large White eye-lenses. On his chest was a spider Emblem.

"What are you?" Octopus asked in amaze.

"Saikyo-no-Arak-no-Senshi!" He replied. "Ore-wa… Spider-man!" He then posed with his arms and legs wide.

"Spider-man?" Octopus replied. "The mythical warrior? A scientist does not believe in myths. Biodrones! Kill him!"

The fight was impressive. As well as Garianna fought, Spider-man was better. He leaped into the hoard and tackled drones to the ground. He easily dodged their clumsy strikes and delivered critical ones against them. At one point, several backed him into a wall, but he leaped up, clinging to the wall as they all slammed into it stupidly. He then dropped down on the group to finish it.

Garianna and Sage watched in amaze as Spider-man battled.

"Finally, a warrior carries the ancient mantle," said Sage.

"Is that really Taku-kun?" Garianna asked.

"The brace enhances the heroic aspect of the wearer," said Sage, "unleashing his hidden attributes best suited for battle."

As Spider-man beat down the last Drone he looked at Octopus and chuckled. "If that's all you have, Tako-sensei, I'm afraid you're out of luck."

Octopus growled angrily. "I'll show you what I have-Ika! Rhino Clone!"

The clone ran at the hero, but Spidey leaped and and vaulted over the beast. Upon landing, he turned and unleashed a line of silk from his brace that wrapped around the beast's legs, tripping it up and leaving its horns stuck in the cement. It proved difficult for it to maneuver and Spider-man continued to wrap it in the strong thread to hold it down.

"Anything else?" he asked in an unimpressed tone.

Octopus growled, raising his metal arms. "Kagaku-no-Hissatsu! Octopus Thousand Strike!" The arms rapidly shot at Spider-man.

Spidey dodged every blow with ease, his Spider-sense allowing him to see each strike.

"KAGAKU-NO-HISSATSU! OCTOPUS METAL CRUSHER!"

The tendrils surrounded Spider-man and readied to grab him. He leaped up as they compressed.

"Spider String!"

The string ensnared the metal arms, tangling them into a heavy useless tangle. Octopus panicked as Spider-man ran along the tendrils towards him.

"Spider Kick!"

A flying kick set the general flying into a wall, where he slouched in a daze.

Spidey chuckled at this, turning to Garianna and Sage and flashing a thumbs up. At first they shared his elation until the Rhino Clone jumped up behind him.

"Look out!" Garianna shouted.

His Spider-sense reacted too late as Spider-man was thrown into a wall by the Rhino Clone's fist. It ran at him again. He back flipped up the wall, crouched upsidedown against it as he watched the beast fume beneath him. It pounded the wall, trying to break him down. He leaped from the crumbling wall and web-swung to the wall across the street. He jumped down as the beast drew close again. He dodged the strikes and began to fight back. At one point it became a grappling match. It seemed the clone would overpower him.

"You can do it Spider-man!" Garianna shouted. "You can do it, Taku!"

These words inspired Taku, giving him a shocking increase in strength. He managed to left the beast off its feet and toss it across the road.

"Spider-man!" Sage cried out. "Use the Net Capture!"

"Got it!" Spidey replied as he thrust his left arm forward. "Net CAPTURE!"

An energy web shot out, ensnaring the Rhino-clone as it stoop up. The beast struggled, but the strands held firm.

"Now, finish it!" Sage exclaimed. "Spider-Bite!"

Spider-man ran his hand along the brace. The fangs of the Spider extended into blue needles. Spidey leaped into the air, forward flipped and then thrust forward his fist. _"SUPAIDAA…BAITOU!" _He impaled the beast with the blades. Blue energy flowed through its veins as the web collapsed into it. It exploded with violent force.

"Taku!" Garianna exclaimed in concern as the street erupted in flames. Her fears receeded as Spider-man casually walked out of the flames, unharmed. She ran up and embraced the hero. After a few seconds she released him, blushing with some embarrassment. "Y-you did great out there, Taku-kun."

"Not a problem Princess," Spider-man replied. "It really wasn't all that that hard. I'm a little surprised you had so much trouble."

"What's that supposed to mean?" she asked in confusion.

"I mean," he said crossing his arms, "that these guys are total pushovers. I can't imagine why you got overtaken so easily."

"Excuse me?" she replied incredulously. "Who ran off right when everyone was ganging up on me huh?"

"Oh like you helped me with my fight," he replied dismissively.

Sage hung from a lamp-post, away from the two, and sighed. "It seems his heroic personality is lacking in the chivalry of his normal personality."

Octopus stood up and growled as he produced a vial from his coat pocket. "Hey, fool-ika!"

Spidey and Garianna turned towards him.

"This isn't over yet! CLONE REGENERATION!" He tossed the vial into the flames of the clone's death. The flames glowed blue before receeding, revealing a restored Rhino Clone. The clone then began growing until it stood over one hundred feet tall. Spider-man and Garianna looked up in shock as the giant beast stood over the city.

"Let's see you play with this! Until next time Spider-man!" Octopus vanished in a flash of light as he was teleported back to the ship.

Spider-man and Garianna swung through the city as the monster rampaged. They stopped on a building far enough away from it to catch their breath.

"Any thoughts on what to do now?" Spider-man asked.

"Our ship could fight it off," Garianna said. "But there's no way we can get to it."

The beast drew close to their rest stop. Before it could strike, missiles flew in and knocked it off balance. The heroes looked up and saw a large black and silver ship with orange wings hanging in the sky. A giant spider-head was mounted atop the body as a cockpit.

"Marveller!" Garianna exclaimed.

"That's your ship?" Spidey asked. "How'd it get here?"

"Spider-man and Marveller are connected," replied Sage. "You are two parts of the same whole."

"Cool!" Spidey replied. "How do we get up there?"

As if to answer his question. A car-like vehicle appeared and flew to the roof where they stood. The machine was white with yellow pincers on the front and a yellow spoiler.

"Answers that question," Spidey said. He jumped into the right side but was annoyed to find it was an American style and Garianna had lept into the driver's seat. "Nice," he said sarcastically.

Garianna smiled and took off with the machine. The vehicle pulled behind the spider head of Marveller. As it did, the half of the hood before Spider-man opened up. The seat he was in converted into a spider-faced motorcycle under him.

"What the…?" he exclaimed before the vehicle shot from the car and into an entrance in the base of the machine's "neck".

The car reformed itself and parked in an entrance that opened in the head. There it converted into a control center, allowing Garianna to pilot the ship

Spidey's spot was a dark chamber lacking any light. He could see outside thanks to a monitor on the bike, but that was it. "What the hell do I do in here?"

"Don't worry," Garriana said slyly. "I can handle this."

"Are you kidding me! You make me a hero and I don't even drive the mecha? That's Bull…"

Garrianna cut off his comm, then seized the controls. "Marveller! Battle mode!"

The ship began to transform in midair. Metal legs extended from the fuselage as its wings folded out into the middle legs. Now a giant spider, the mecha dropped on the clone and attacked it. The beast knocked it off, causing it to skid down the street.

"Yeah, nice driving, Otome-sama," Spidey said in repeated sarcasm.

Garianna ignored the jibe and launched missiles against the beast. The bombs didn't work, as the monster drew closer. It kicked the ship into the air, allowing it to punch the machine again. They all screamed as sparks flew inside the machine. From his lone cockpit, Spidey growled in anger.

"Damn you!" He shouted.

Suddenly, the room lit up. Control handles folded out and a large screen lit up, showing the beast about to hit again. Spidey grabbed the controls, shouting as he thrust them forward.

The Marveller's foremost legs folded in, allowing humanoid robotic arms to fold out. These arms grabbed the beast's fist as its abdomin folded out into a pair of robotic legs. The Wings folded back up and the final legs folded in as the robot landed and tossed the monster down the road. The Spider head opened, revealing a humanoid head within. The front of the ship folded down, moving the head onto the shoulders.

"What, the hell?" Spidey said as he took this in.

"Amazing!" said Sage. "Marveller has assumed its perfect combat form. Leopaldon!"

"Leopaldon?" Spider-man replied. He chuckled and gripped the controls tighter. "All right. Hime-san! Now watch how it's really done!"

The beast stood, roaring in anger. It charged, but one punch knocked it back. Leopaldon punched again, knocking the beast off balance, but not down.

"Let's go! Arm Rocket!"

The machine's fists shot off the arms, colliding with the beast's head painfully. They return in time to block a punch and hit its gut.

"Arc Turn!"

The Yellow crown of the robot shown with a bright light as it shot form its head and cut the horns from its head.

"All right! Victory Sword!"

From an extension on its hip, Leopaldon drew a metal hilt which extended into a full sword. The Beast backed away from the sight of it.

"Leopaldon Capture!"

The web-patterned chest shown as it unleashed its energy. An identical energy web caught the beast again. The Sword glowed with light as Leopaldon swung it around in a clockwise motion until it was above its head.

"_SUPAIDA…VICTORY…SLASH!"_

The blade cut through the monster with ease. The net collapsed and the beast exploded again. The robot then took off into the air and away from the city.

* * *

><p>Taku sat down at the table of the ship's living area. He was rubbing out a headache after transforming back. Garianna gave him some ice to cool his head. And sat with him.<p>

"Are you okay?" she asked.

"Yes, thank-you," he said. "Just a bit drained. All that fighting took it out of me."

"I understand," she replied, happy he was back to normal and not the disrespectful jerk he became in the suit. "I'm glad you're okay."

"Sorry about what I said," He continued. "I really wasn't myself like that."

"I know," she replied. She thought back to how he risked himself for her. She knew this person and Spider-man were nothing alike. Her one regret was that she might depend on his less pleasant half. "Jiji say's the suit changes you. I would never hold what you said against you."

"Thank-you, Hime-sama," he replied.

"Garianna, please."

"Okay, Garrianna."

A figure stepped into the room and spoke up. "I hate to break up this lovely moment but we have a problem."

Both young people turned and looked in shock at the person. It was Sage. His body had become humanoid, but his head was still that of a spider. His eyes had become humanoid, and a grey beard had grown, but he was still a spider.

"Oh, Jiji, your face," the Princess said sadly.

"Yes," he replied. "It would seem that the regeneration system that restores my humanoid form on the ship is damaged, leaving me in this state. But that's not the problem."

"Then what is?" Taku asked.

"The monster's attack on us damaged the interstellar drive. Without that we could never leave this system, much less outrun Doom's ship again."

"Then, we're stuck here?" Garianna asked.

"Until I can repair the drive, yes," Sage replied.

Taku looked at the panicked Princess. He knew this meant more attacks on his world, more danger to his people. Yet, he felt confident he could stop it. He grabbed the Princess' hand. She looked at him. He smiled and she weakly returned it.

"We'll handle it," Taku said. "I'll fight to keep you and everyone safe, Garianna."

Garianna nodded and smiled wider.

Sage chuckled to himself and returned to his work, muttering. "With Great Power, Comes Great Responsibility. I think this one has what it takes, Garia-sama."

* * *

><p>In his fortress, Doom-hakasei watched the images of the battle. He looked at images of Spider-man and Leopaldon.<p>

"Spider-man," he growled. "Leopaldon. History will not repeat itself. This time, Latvaria shall be victorious!"

* * *

><p>To Be Continued<p>

* * *

><p>AN This is not a Regenerate Fic. Really hope to do more with it as it's been in my head forever. Pictures of Shin Spider-man, Garianna, Leopaldon and more can be found on my deviant art page.<p>

http:/ neongenesisguyveriii. deviantart. com/ gallery/ 29757970


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